Angela L. Brown

About Angela L. Brown

Angela L. Brown, age 67, is an independent director at Deluxe Corporation (DLX) since 2024, appointed on August 13, 2024. She is the retired President & CEO of Moneris Solutions (2013–2023), with prior senior roles at MasterCard Worldwide, Fifth Third Bank, and CIBC, and holds a Cybersecurity Risk Oversight certification (Carnegie Mellon SEI/NACD). She currently serves on the board of Altus Group (TSX: AIF), and at Deluxe sits on the Audit & Finance and Corporate Governance Committees. As a non-employee director, she is subject to stock ownership guidelines and prohibitions on hedging/pledging; she attended at least 75% of board/committee meetings in 2024.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit & Finance (member) and Corporate Governance (member) .
• Independence: Board determined Brown is independent under NYSE and company standards; all committee members are independent .
• Attendance: The board met 6 times in 2024; each director attended ≥75% of board/committee meetings. Audit & Finance met 7 times; Corporate Governance met 4 times in 2024 .
• Leadership structure: Independent Chair (separate from CEO) since 2019; executive sessions of independent directors occur at each board meeting .
• Director stock ownership guidelines: Within 5 years of appointment/election, each independent director must hold stock valued at ≥5x annual board retainer; directors with ≥5 years comply, others are on track .
• Hedging/pledging: Prohibited for directors and executive officers .
• Related-party transactions: Audit & Finance Committee pre-approves; none requiring disclosure/approval since the beginning of 2024 .

Fixed Compensation

Director fee structure (2024):

Angela L. Brown – 2024 director compensation:

Additional director equity mechanics:

• Annual RSU grants for re-elected directors: 7,980 RSUs on April 25, 2024, fair value $159,999, vest at the 2025 annual meeting; directors received no stock options in 2024 .
• RSUs accrue dividend equivalents and vest immediately upon change of control or termination due to death, disability, or retirement under Governance Guidelines .

Performance Compensation

• DLX does not tie non-employee director compensation to performance metrics; compensation is a mix of cash retainers and time-vested RSUs. No stock options granted to directors in 2024; RSUs carry dividend equivalents and defined vesting/acceleration terms as noted above .

Other Directorships & Interlocks

• Compensation committee interlocks: The Compensation & Talent Committee is entirely independent; no interlocks or insider participation disclosed (Brown is not a member of this committee) .
• Related-party transactions: None requiring disclosure/approval since start of 2024, mitigating conflict risk .

Expertise & Qualifications

• Payments/merchant services leadership: Retired CEO of Moneris; prior senior roles at MasterCard .
• Banking operations: Senior positions at Fifth Third Bank and CIBC .
• Cybersecurity oversight: Certification in Cybersecurity Risk Oversight (CMU SEI/NACD), aligning with board’s cybersecurity/data privacy oversight needs .

Equity Ownership

Ownership alignment policies:

Compensation Peer Group (Benchmarking, pay inflation risk)

• Director compensation is reviewed with FW Cook; targeted around the median of a peer group assessed annually .
• FW Cook independence: No conflicts of interest; services limited to compensation advisory for the committee .

Peer group used for 2024 pay decisions (representative list):

Say-on-Pay & Shareholder Feedback

• Company noted “relatively low” investor support on 2024 say-on-pay, prompting extensive shareholder outreach led by the Compensation & Talent Chair (Paul Garcia) and management; outreach reached ~74% of outstanding shares and meetings with holders of ~42% .
• Program changes: 2025 PSUs moved to cumulative three-year targets with the same metrics (50% revenue, 50% free cash flow) and relative TSR modifier, addressing investor preference; AIP target setting enhanced for transparency and targets set at/above FY2023 reported levels in response to feedback .

Governance Assessment

• Strengths

  • Independent director with payments/cybersecurity oversight credentials; committee roles in Audit & Finance and Corporate Governance strengthen board effectiveness in financial oversight and governance policy .
  • Strong governance architecture: Independent Chair, regular executive sessions, robust ERM and cybersecurity oversight, director ownership guidelines, and hedging/pledging prohibitions enhance alignment and risk control .
  • No related-party transactions disclosed since start of 2024; Audit & Finance Committee pre-approval policy reduces conflict exposure .
  • Director compensation mix majority equity; ability to defer into RSUs; no meeting fees; clear chair/member retainers; no option grants in 2024 (conservative director equity design) .

• Watch items / RED FLAGS

  • 2024 say-on-pay support was “relatively low,” indicating investor scrutiny of pay design; board engaged and adjusted elements for 2025, but continued monitoring of investor sentiment is warranted .
  • Section 16(a) delinquency: Proxy identified a late Form 4 for an executive (not Brown); while not director-specific, it is a compliance signal to track .

• Attendance/Engagement

  • Each director, including Brown, met the ≥75% attendance threshold in 2024; all directors attended the 2024 annual meeting (virtual format) .

• Overall view: Brown adds relevant payments and cybersecurity oversight expertise to Audit & Finance and Corporate Governance—key to Deluxe’s strategic evolution. Compensation/governance frameworks show responsiveness to shareholders and robust independence controls, with pay design modifications in 2025 addressing prior investor concerns. Continued attention to pay transparency and compliance processes will support investor confidence.